§ 8-1-17.5-23 — Articles of dissolution; filing with secretary of state; contents; winding up of business; remaining assets

Indiana § 8-1-17.5-23

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 17.5: Merger or Consolidation of Rural Electric

Text

(a) A surviving corporation or successor
corporation formed under this chapter may be dissolved by filing in the
office of the secretary of state articles of dissolution that must be
entitled and endorsed "Articles of dissolution of ____________" (the
blank space being filled in with the name of the surviving corporation
or successor corporation) and must include the following:
(1) The name of the surviving corporation or successor
corporation and the names of the original corporations that were
merged or consolidated to form the surviving corporation or
successor corporation.
(2) The date of filing the following in the office of the secretary
of state:
(A) the surviving corporation's or successor corporation's
articles of incorporation, as most recently amended; and
(B) the articles of incorporation of the original corporations that
were merged or consolidated to form the surviving corporation
or successor corporation.
(3) A statement that the corporation elects to dissolve.
(4) The name and post office address of each of the directors of
the surviving corporation or successor corporation, and the name,
title, and post office address of each of the officers of the
surviving corporation or successor corporation.
(b) The articles of dissolution shall be subscribed and acknowledged
by the surviving corporation's or successor corporation's president or
a vice president, and by the secretary or an assistant secretary, who
shall make and annex an affidavit stating that they have been
authorized to execute and file the articles by a resolution adopted by
the members of the surviving corporation or successor corporation at
a meeting called and held as provided in section 14 of this chapter.
(c) The articles of dissolution, or one (1) or more certified copies of
the articles, shall be filed in the office of the secretary of state and upon
that filing, the corporation shall be considered dissolved.
(d) A surviving corporation or successor corporation dissolved
under subsection (c) shall continue for the purpose of paying,
satisfying, and discharging any existing liabilities or obligations and
collecting or liquidating its assets, and doing all other acts required to
adjust and wind up its business and affairs, and may sue and be sued in
its corporate name.
(e) Any assets remaining after all liabilities or obligations of the
surviving corporation or successor corporation have been satisfied or
discharged pass to and become the property of the state.

Legislative History

As added by P.L.18-2010, SEC.1.